Share Capital | 10. SHARE CAPITAL a) Authorized Unlimited number of common shares. 6,350.9 special preferred, redeemable, retractable, non-voting shares. An unlimited number of preferred shares, issuable in series. b) Issued and Outstanding The issued and outstanding common shares of WiLAN, along with equity instruments convertible into common shares, are as follows: As at December 31, As at December 31, 2015 2014 Common shares 120,842,448 120,247,647 Securities convertible into common shares Stock options 8,071,056 9,465,372 Deferred stock units (DSUs) 260,398 244,526 129,173,902 129,957,545 As at December 31, 201 5 , no preferred shares or special preferred shares were issued or outstanding. c) Common Shares Number Amount December 31, 2013 119,909,016 $ 425,238 Issued on exercise of stock options 423,031 759 Transfer from additional paid-in capital on exercise of options - 401 Issued on sale of shares under Employee Share Purchase Plan 65,600 171 Repurchased under normal course issuer bid (150,000 ) (532 ) December 31, 2014 120,247,647 $ 426,037 Issued on exercise of stock options 625,201 1,269 Transfer from additional paid-in capital on exercise of options - 787 Issued on sale of shares under Employee Share Purchase Plan 94,600 131 Repurchased under normal course issuer bid (125,000 ) (443 ) December 31, 2015 120,842,448 $ 427,781 The Company paid quarterly cash dividends as follows: 2015 2014 Per Share Total Per Share Total 1st Quarter Cdn $ 0.0500 US $ 5,183 Cdn $ 0.0400 US $ 4,510 2nd Quarter 0.0525 5,005 0.0400 4,339 3rd Quarter 0.0525 5,077 0.0400 4,510 4th Quarter 0.0525 4,817 0.0500 5,366 Cdn $ 0.2075 US $ 20,082 Cdn $ 0.1700 US $ 18,725 The Company declared quarterly dividends as follows: 2015 2014 1st Quarter Cdn $ 0.0525 Cdn $ 0.0400 2nd Quarter 0.0525 0.0400 3rd Quarter 0.0525 0.0500 4th Quarter 0.0125 0.0500 On May 27, 2014, the Company received regulatory approval to make a normal course issuer bid (the “2014 NCIB”) through the facilities of the Toronto Stock Exchange. Under the 2014 NCIB, the Company wa s permitted to purchase up to 11,676,510 common shares. The 2014 NCIB commenced on May 29, 2014 and was completed on May 28, 2015 . The Company repurchased 1 25 ,000 common shares under the 2014 NCIB during the twelve months ended December 31, 201 5 for a total of $ 329 . The Company records share repurchases as a reduction to shareholders’ equity. A portion of the purchase price of the repurchased shares is recorded as a decrease to additional paid-in capital when the price of the shares repurchased exceeds the average original price per share received from the issuance of Common Stock or an increase to additional paid-in capital when the prices of the shares repurchased is less than the average original price per share received from the issuance of Common Stock. During the year ended December 31, 201 5 , the cumulative price of the shares repurchased was less than the proceeds received from the issuance of the same number of shares. For the year ended December 31, 201 5 , $ 114 was recorded as an increase to additional paid-in capital . During the year ended December 31, 201 4 , the cumulative price of the shares repurchased was less than the proceeds received from the issuance of the same number of shares. For the year ended December 31, 2014, $ 60 was recorded as a n in crease to additional paid-in capital . d) Stock Options WiLAN has an Option Plan, a DSU plan, an Employee Stock Purchase Plan, and a RSU plan for its directors, employees and consultants. The current RSU plan calls for settlement only in cash. The Option Plan, the DSU plan and the Employee Stock Purchase Plan are considered “security based compensation arrangements” for the purposes of the TSX. The Company is authorized to issue up to an aggregate of 10 % of its outstanding common shares under these “security based compensation arrangements”, with the common shares authorized for issuance under the DSU plan limited to 430,000 and under the Employee Purchase Plan limited to 8 00,000 . The options vest at various times ranging from immediate vesting on grant to vesting over a three to four year period. Options generally have a six -year life. Option activity for the years ended December 31, 201 5 and 201 4 was as follows: Options Outstanding Exercisable Options Number of Options Price Range Weighted Average Exercise Price Number Weighted Average Exercise Price December 31, 2013 10,340,968 $ 1.88 $ 7.09 $ 4.62 5,314,786 $ 4.61 Granted 555,000 3.25 4.23 3.57 Exercised (423,031 ) 1.42 2.53 1.95 Forfeited (1,007,565 ) 3.33 7.06 5.02 December 31, 2014 9,465,372 $ 1.42 $ 7.06 $ 4.63 6,760,992 $ 4.83 Granted - - - - Exercised (625,201 ) 2.53 2.53 2.53 Forfeited (769,115 ) 2.53 5.52 3.97 December 31, 2015 8,071,056 $ 3.12 $ 7.09 $ 4.86 7,062,972 $ 4.97 The Company uses the Black-Scholes model for estimating the fair value of options granted, with the following weighted average assumptions for the options granted in 2014 : Risk free interest rate 1.6 % Volatility 49 % Expected option life (in years) 4.7 Dividend yield 4.6 % Forfeiture rate 8.9 % The weighted average fair value per option granted during the year ended December 31, 2014 was CDN $ 1.04 . The intrinsic value of options exercised was CDN $ 488 for the year ended December 31, 201 5 (201 4 – CDN $ 610 ). Intrinsic value is the total value of exercised options based on the price of the Company’s common shares at the time of the exercise less the proceeds received from the employees to exercise the options. The intrinsic value of the exercisable options was nil as at December 31, 201 5 . The total fair value of options vested was $ 1,634 for the year ended December 31, 201 5 . As of December 31, 201 5 , there was $ 268 of total unrecognized stock-based compensation cost, net of expected forfeitures, related to unvested stock-based compensation arrangements granted under the stock option plan. This cost is expected to be recognized over a weighted average period of 1.03 years. Details of the outstanding options at December 31, 201 5 are as follows: Range of Exercise Prices Outstanding Options at December 31, 2015 Remaining Term of Options in Years Weighted Average Exercise Price Exercisable Options at December 31, 2015 Weighted Average Exercise Price $ 3.12 $ 4.00 917,912 3.85 $ 3.45 532,752 $ 3.46 4.01 6.00 6,808,144 1.92 4.94 6,185,220 4.99 6.01 7.09 345,000 1.65 7.00 345,000 7.00 $ 3.12 $ 7.09 8,071,056 2.13 $ 4.63 7,062,972 $ 4.97 Stock-based compensation expense for the year ended December 31, 201 5 was $ 847 (201 4 - $ 2,081 ). The following provides a summary of the stock-based compensation expense for the years ended December 31, 201 5 and 201 4 : 2015 2014 Cost of revenue $ 460 $ 840 Research and development 81 61 Marketing, general and administration 306 1,180 $ 847 $ 2,081 e) Deferred Stock Units The Company has a Deferred Stock Unit (“DSU”) plan as a tool to assist in the retention of selected employees and directors and to help conserve the Company’s cash position. Under the DSU plan, DSUs may be awarded and will become due when the conditions of retention have been met and employment terminated or completed. The value of each DSU is determined in reference to the Company’s common share price, and the DSU value is payable in either cash or shares at the Company’s option. DSUs issued and outstanding as at December 31, 201 5 were 260,398 ( 201 4 – 244,526 ). The liability recorded in respect of the outstanding DSUs was $ 367 as at December 31, 201 5 (201 4 - $ 742 ). The change in the liability is recorded as compensation expense. During the year ended December 31, 201 5 , DSUs were granted to certain directors in lieu of cash for their quarterly fees earned and dividends paid during the year ended December 31, 201 5 . f) Restricted Share Units The Company implemented a Restricted Share Unit (“RSU”) plan for certain employees and directors in January 2007. Under the RSU plan, units are settled in cash based on the market value of WiLAN’s common shares on the dates when the RSUs vest. The accrued liability and related expense for the RSUs are adjusted to reflect the market value of the common shares at each balance sheet date. The liability recorded in respect of the vested RSUs was $ 684 as at December 31, 201 5 (201 4 - $ 1,376 ). The change in the liability is recorded as compensation expense. RSU activity for the years ended December 31, 201 5 and 201 4 was as follows: Number December 31, 2013 361,314 Granted 1,251,522 Settled (115,517 ) Forfeited (203,041 ) December 31, 2014 1,294,278 Granted 1,101,021 Settled (103,155 ) Forfeited (783,112 ) December 31, 2015 1,509,032 During the year ended December 31, 201 5 , 783,112 RSUs (201 4 – 203,041 ) were forfeited as they related to former employees. g) Per Share Amounts The weighted average number of common shares outstanding used in the basic and diluted earnings per share (“EPS”) computation was: 2015 2014 Basic weighted average common shares outstanding 120,713,535 120,103,422 Effect of options 6,636 265,161 Diluted weighted average common shares outstanding 120,720,171 120,368,583 The effect of options totaling 8,071,056 for fiscal 201 5 (fiscal 201 4 – 8,763,349 ), were anti-dilutive. |